AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 13, 2017 by and among AMENDIA, INC., as the Borrower, KAMD BUYER, INC., as Holdings, ANTARES CAPITAL LP, as Agent for all Lenders, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT...Credit Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, and as the same may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 13, 2017, by and among AMENDIA, INC., a Georgia corporation (the “Company” or “Borrower”), KAMD BUYER, INC., a Delaware corporation (“Holdings”), the other Persons party hereto from time to time that are designated as a “Credit Party”, ANTARES CAPITAL LP, a limited partnership (in its individual capacity, “Antares Capital”), as Agent for ANTARES HOLDINGS LP (in its individual capacity, “Antares Finance”) and the other financial institutions from time to time party to this Agreement (collectively, the “Lenders” and, individually, each a “Lender”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of April 29, 2016, by and between the First Lien Agent (such term, and each other term used but not defined in this preamble or in the recitals to this Agreement, having the meaning assigned thereto in Section 1), for itself and on behalf of the other First Lien Creditors, and the Second Lien Agent, for itself and on behalf of the other Second Lien Creditors, and acknowledged and agreed by the Borrower and the other Obligors.
OFFICE LEASEOffice Lease • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • California
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, and as the same may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 13, 2017, by and among SPINAL ELEMENTS, INC. (f/k/a AMENDIA, INC.), a GeorgiaDelaware corporation (the “Company” or “Borrower”), KAMD BUYER, INC., a Delaware corporation (“Holdings”), the other Persons party hereto from time to time that are designated as a “Credit Party”, ANTARES CAPITAL LP, a limited partnership (in its individual capacity, “Antares Capital”), as Agent for ANTARES HOLDINGS LP (in its individual capacity, “Antares Finance”) and the other financial institutions from time to time party to this Agreement (collectively, the “Lenders” and, individually, each a “Lender”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 7, 2019, by and among AMENDIA, INC. (the “Borrower”), the other Persons party hereto that are designated as Credit Parties, the Lenders from time to time parties hereto, and ANTARES CAPITAL LP, as Agent (in such capacity, the “Agent”) for the Lenders under the Credit Agreement and other Loan Documents.
UCONSENT TO, REAFFIRMATION OF AND FOURTH AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
THIS CONSENT TO, REAFFIRMATION OF AND FOURTH AMENDMENT TO INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of March 13, 2020 by and among Cortland Capital Market Services LLC, in its capacity as agent for the Second Lien Creditors under the Second Lien Loan Documents, including its successors and assigns in such capacity from time to time (“Second Lien Agent”), and Antares Capital LP, in its capacity as agent for the First Lien Creditors under the First Lien Documents, including its successors and assigns in such capacity from time to time (“First Lien Agent”), as acknowledged and agreed by the Borrower and the other Obligors acknowledging this Agreement.
AMENDMENT NO. 5 TO SECOND LIEN NOTE PURCHASE AGREEMENTSecond Lien Note Purchase Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 5 TO SECOND LIEN NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 13, 2019, by and among AMENDIA, INC., a Georgia corporation (the “Issuer”), KAMD BUYER, INC., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as Credit Parties, and the Purchasers.
KAMD Holdings, Inc.Consulting Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
On behalf of KAMD Holdings, Inc. (“KAMD”), I am pleased to extend to you this consulting agreement on the following terms and conditions:
MANAGEMENT AGREEMENTManagement Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Management Agreement (the “Agreement”), is made as of April 29, 2016, by and among KAMD Holdings, Inc., a Delaware corporation (“Parent”), KAMD Buyer, Inc., a Delaware corporation (“Buyer”), KAMD Merger Sub, Inc., a Georgia corporation (“Merger Sub”, and together with Parent and Buyer, the “KAMD Entities”) and Kohlberg & Co., L.L.C., a Delaware limited liability company (“Kohlberg”).
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
This First Amendment to Management Agreement (this “Amendment”), is made as of July 12, 2018, by and among KAMD Holdings, Inc., a Delaware corporation (“Parent”), KAMD Buyer, Inc., a Delaware corporation (“Buyer”), Amendia, Inc., a Georgia corporation (”Amendia”) and Kohlberg & Co., L.L.C., a Delaware limited liability company (“Kohlberg”). Capitalized terms used but not defined herein have the definitions ascribed to them in that certain Management Agreement, dated as of April 29, 2016 (the “Management Agreement”), by and among Parent, Buyer, KAMD Merger Sub, Inc. a Georgia corporation (“Merger Sub”), and Kohlberg.
CABOT PROPERTIES, INC. INDUSTRIAL REAL ESTATE LEASE Multi-Tenant Net Form Landlord: Cabot II – GA1W13, LLC Tenant: Amendia, Inc. Property Address: 1755 West Oak Parkway, Marietta, GeorgiaIndustrial Real Estate Lease • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
SECOND AMENDED AND RESTATED SPONSOR GUARANTY AGREEMENTGuaranty Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This SECOND AMENDED AND RESTATED SPONSOR GUARANTY AGREEMENT, dated as of March 13, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty Agreement”), is made by KOHLBERG TE INVESTORS VII, L.P., a Cayman Islands exempted limited partnership (the “Guarantor”), acting by its general partner, Kohlberg Management VII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, Kohlberg GP Management VII, L.L.C., a Delaware limited liability company, in favor of ANTARES CAPITAL LP, as administrative agent (in such capacity, the “Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to that certain Amended and Restated Credit Agreement, dated as of April 13, 2017 (as the same has been and may from time to time be amended, amended and restated, supplemented or otherwise modified, including, without limitation, pursuant to the Sixth Amendment (as defined below), the “Credit
CARLSBAD STORAGE AREA LICENSE AGREEMENTStorage Area License Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • California
THIS AGREEMENT is made as of this 27th day of July, 2018, by and between Carlsbad Palomar, LLC, a Delaware limited liability company (hereinafter called “Licensor”), and Spinal Elements, Inc., a Georgia corporation (hereinafter called “Licensee”).
FIRST AMENDMENT TO LEASELease • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of the 21st day of February, 2013, by and between CABOT II – GA1W13, LLC, a Delaware limited liability company (“Landlord”), and AMENDIA, INC., a Georgia corporation (“Tenant”).
Type: Warrant Warrant Holder: [_________] Aggregate Principal Amount of Series A Junior Subordinated Notes: $[_________] Exercise Price: $1.00 per each $1.00 Aggregate Principal Amount of Series A Junior Subordinated Notes Grant Date: [_________]Warrant Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This warrant to purchase and subscribe for the Aggregate Principal Amount of Series A Junior Subordinated Notes (the “Notes”), is granted by KAMD Holdings, Inc. (the “Company”) to the Warrant Holder. The initially capitalized terms Warrant Holder, Grant Date, Aggregate Principal Amount of Series A Junior Subordinated Notes and Exercise Price shall have the meanings set forth above.
FIRST AMENDMENT TO FREMONT FACILITY LEASE AGREEMENTFremont Facility Lease Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of January 17, 2019, by and between Prologis Limited Partnership I, a Delaware limited partnership (“Landlord”) and Amendia, Inc., a Georgia corporation (“Tenant”).
CONSENT TO, REAFFIRMATION OF AND FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
This CONSENT TO, REAFFIRMATION OF AND FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of April 13, 2017, by and among Cortland Capital Market Services LLC, in its capacity as agent under the Second Lien Creditors under the Second Lien Loan Documents, including its successors and assigns in such capacity from time to time (“Second Lien Agent”), and Antares Capital LP, in its capacity as agent for the First Lien Creditors under the First Lien Documents, including its successors and assigns in such capacity from time to time (“First Lien Agent”), as acknowledged and agreed by the Borrower and the other Obligors acknowledging this Agreement.
AMENDMENT NO. 3 TO SECOND LIEN NOTE PURCHASE AGREEMENTSecond Lien Note Purchase Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 3 TO SECOND LIEN NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 3, 2019, by and among AMENDIA, INC., a Georgia corporation (the “Issuer”), KAMD BUYER, INC., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as Credit Parties, and the Purchasers.
